SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 11/01/2015 | 3. Issuer Name and Ticker or Trading Symbol SCIVANTA MEDICAL CORP [ SCVM ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
10% Convertible Debenture | 02/12/2016 | 02/12/2016 | Common Stock, par value $0.001 | 384,615 | 0.13(1) | I | See footnote(2) |
Warrant (right to buy common stock) | 02/12/2016 | 02/12/2019 | Common Stock, par value $0.001 | 76,923(3) | 0.13(3) | I | See footnote(2) |
Explanation of Responses: |
1. The $50,000 principal amount and accrued interest of this 10% Convertible Debenture (the "Debenture") is convertible into shares of Scivanta Medical Corporation (the "Company") common stock upon: (a) a Qualified Financing, as defined in the Debenture, at a conversion price equal to: (i) 80% of the per share price paid by the purchasers of the Company's common stock in the Qualified Financing; (ii) 80% of the per share conversion price of any instrument convertible into shares of the Company's common stock, if no shares of the Company's common stock are issued in the Qualified Financing; or (iii) $0.13, if no shares of the Company's common stock or instruments convertible into shares of the Company's common stock are issued in the Qualified Financing; (b) a Change in Control of the Company, as defined Debenture, at a conversion price of $0.13 per share; or (c) at the option of the holder, on the maturity date of the Debenture, at a conversion price of $0.13 per share. |
2. Mr. Desouza is a member of Turn Two Investments, LLC ("Turn Two"). Mr. Desouza disclaims beneficial ownership of these shares except to the extent of his ownership in Turn Two. |
3. The warrant provides the holder the right to purchase shares of the Company's common stock equal to 20% of the principal amount of the Debenture divided by: (a) 80% of the per share price paid by the purchasers of the Company's common stock in a Qualified Financing; (b) 80% of the per share conversion price of any instrument convertible into shares of the Company's common stock issued in a Qualified Financing, if no shares of the Company's common stock are issued in the Qualified Financing; or (c) $0.13, if no shares of the Company's common stock or no instruments convertible into shares of the Company's common stock are issued in a Qualified Financing or if a Qualified Financing is not consummated within one year from the warrant issuance date. |
Remarks: |
Exhibit 24 - Power of Attorney |
/s/ Thomas S. Gifford, as Attorney-in-Fact for Thomas J. Desouza | 11/19/2015 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |